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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 12, 2021

Independence Realty Trust, Inc.

(Exact name of registrant as specified in its charter)

Maryland |  | 001-36041 |  | 26-4567130 |
(State or other jurisdiction |  | (Commission |  | (I.R.S. Employer
of incorporation) |  | File Number) |  | Identification No.)

1835 Market Street, Suite 2601

Philadelphia, Pennsylvania, 19103

(Address of Principal Executive Office) (Zip Code)

(267) 270-4800

(Registrant’s telephone number, including area code)

N/A

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:

Title of each class |  | Trading Symbol(s) |  | Name of each exchange on which registered
Common stock |  | IRT |  | NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

The information set forth under Item 7.01 above is incorporated herein by reference.

Item 5.07 | Submission of Matters to a Vote of Security Holders.

On May 12, 2021, Independence Realty Trust, Inc. (the “Company”) held its 2021 Annual Meeting of Stockholders. At the meeting, the stockholders voted on: (1) the election of seven directors, each to serve for a term expiring at the 2022 annual meeting of stockholders and until his or her successor is duly elected and qualified, (2) the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the calendar year ending December 31, 2021, and (3) an advisory, non-binding resolution on the Company’s executive compensation. The tables below show the voting results.

Proposal 1: Election of Seven Directors.

Trustee | Votes For | Votes Against | Abstentions | Broker
Non-Votes
Scott F. Schaeffer | 83,149,432 | 1,338,694 | 128,107 | 7,803,088
William C. Dunkelberg, Ph.D. | 84,149,275 | 336,700 | 130,258 | 7,803,088
Richard D. Gebert | 84,031,167 | 453,155 | 131,911 | 7,803,088
Melinda H. McClure | 83,189,790 | 1,297,312 | 129,131 | 7,803,088
Mack D. Pridgen III | 84,340,339 | 143,668 | 132,226 | 7,803,088
DeForest B. Soaries, Jr., D. Min. | 83,928,094 | 554,665 | 133,474 | 7,803,088
Lisa Washington | 84,387,665 | 96,582 | 131,986 | 7,803,088

Proposal 2: Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021.

Votes For | Votes Against | Abstentions | Broker
Non-Votes
92,050,892 | 331,949 | 36,480 | 0

Proposal 3: Advisory, non-binding resolution on the Company’s executive compensation.

Votes For | Votes Against | Abstentions | Broker
Non-Votes
83,268,427 | 1,185,482 | 162,324 | 7,803,088

Item 7.01 | Regulation FD Disclosure.

The slide presentation attached hereto as Exhibit 99.1, and incorporated herein by reference, may be used by Independence Realty Trust, Inc. (“IRT”) in various presentations to investors beginning May 18, 2021.

The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01 | Financial Statements and Exhibits.

(d) Exhibits.

99.1 |  | Slide Presentation
104 |  | Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

|  | Independence Realty Trust, Inc.
May 17, 2021 |  | By: |  | /s/ James J. Sebra
|  | Name: |  | James J. Sebra
|  | Title: |  | Chief Financial Officer and Treasurer